INTELLECTUAL PROPERTY LICENSE AND TRANSFER AGREEMENT Parties: STICHTING SYMBID IP FOUNDATION and SYMBID COÖPERATIE UA
EXHIBIT 10.6
Parties:
STICHTING SYMBID IP FOUNDATION
and
SYMBID COÖPERATIE UA
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15 November 2016
Executed version
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Houthoff Buruma
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X.X.
Xxx 00000, 0000 XX Xxxxxxxxx
Xxxxxx
Xxxxxxxxxxx 00, Xxxxxxxxx
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1
CONTENTS
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1.
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Definitions and interpretation
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1
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2.
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Grant of License
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1
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3.
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Sublicensing
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1
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4.
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Ownership of intellectual property rights
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1
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5.
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Term and termination
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1
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6.
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Limitation of Liability
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1
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7.
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No warranties
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1
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8.
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Intellectual property infringement
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1
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9.
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Force Majeure
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1
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10
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Confidentiality
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1
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11
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Miscellaneous
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1
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12
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Governing law and jurisdiction
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1
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ANNEXES
Annex
A
Symbid IP and
Symbid Know-How
2
I.
STICHTING SYMBID IP FOUNDATION, a
foundation (stichting),
incorporated under the laws of the Netherlands with its registered
seat in Rotterdam, the Netherlands, having its business address at
Xxxxxxxxxxxxx 00, 0000XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered in
the Trade Register of the Chamber of Commerce under number 58919902
("Symbid Foundation");
and
II.
SYMBID COÖPERATIE UA, a cooperative
(coöperatie),
incorporated under the laws of the Netherlands with its registered
seat in Rotterdam, the Netherlands, having its business address at
Xxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered in
the Trade Register of the Chamber of Commerce under number 52466825
("Symbid Coöperatie UA");
and
A.
Symbid Foundation
is the owner of all intellectual property rights to the Symbid
platform, which can be used to conduct a business relating to the
supply of services consisting of bringing together investors and
entrepreneurs and the provision of information related to such
services, investors and entrepeneurs ("Business").
B.
Symbid
Coöperatie UA and its Affiliates (as defined below) conduct
its respective businesses using the Symbid platform.
C.
Symbid
Coöperatie UA wishes to obtain a license from Symbid
Foundation to use the intellectual property rights refered to in
paragraph A above, and wishes to be able to grant sublicenses for
the use of such intellectual property rights to its
Affiliates.
D.
As all intellectual
property rights to the Symbid platform are owned by Symbid
Foundation for continuity purposes, any related intellectual
property rights created by Symbid Coöperatie UA and, pursuant
to any sublicenses granted by Symbid Coöperatie UA to its
Affiliates, by such Affiliates, will be transferred to Symbid
Foundation.
E.
Symbid Foundation
wishes to grant the license described above to Symbid
Coöperatie UA, and Symbid Coöperatie UA and Symbid
Foundation wish to agree on the transfer of newly created
intellectual property rights to Symbid Foundation, subject to the
terms of this intellectual property license and transfer agreement
("Agreement").
3
IT IS HEREBY AGREED AS FOLLOWS:
1.
DEFINITIONS
AND INTERPRETATION
1.1
In this Agreement
the following words shall, unless the context requires otherwise or
unless specified otherwise in this Agreement, have the following
meanings:
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Affiliate
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any
entity at any time controlling, controlled by or under common
control with, a Party. The term control as used in this Agreement
shall mean the legal, beneficial or equitable ownership, directly
or indirectly, of more than 50% of the aggregate of all voting
equity interests in such entity;
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Agreement
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Business
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as
defined in Recital A;
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Effective Date
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November
1, 2016
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Force Majeure Event
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an
event as specified in article 10.1;
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Future Symbid IP
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Any
Intellectual Property Rights relating to or associated with the
Symbid Platform, including
any Improvements, created, acquired or otherwise owned by Symbid
Coöperatie UA at or after the Effective Date;
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Future Symbid Know-How
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Any
Symbid Know-How relating to or associated with the Symbid Platform,
including any Improvements, created, acquired or otherwise owned by
Symbid Coöperatie UA at after the Effective
Date;
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Improvements
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any
improvements, modifications, adaptations to or new uses or
applications of the Symbid IP and/or the Symbid
Know-How;
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Intellectual Property Rights
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all
intellectual property rights, including copyrights, database
rights, patents, designs, semiconductor rights, trademarks, trade
names, and all other similar proprietary rights which exist in any
part of the world together with (a) all applications and rights to
apply therefore and (b) all renewals, extensions and revivals
thereof;
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Parties
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Symbid
Coöperatie UA and Symbid Foundation, and Party means any one of
them;
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Sublicense Agreement
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a
sublicense agreement entered into between Symbid Coöperatie UA
and an Affiliate pursuant to article 3.1;
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Sublicensees
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any
Affiliate with which Symbid Coöperatie UA has entered into a
Sublicense Agreement
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4
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Symbid Content
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the
Symbid Coöperatie UA Content and the Symbid OpCo
Content;
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Symbid Coöperatie UA Content
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any
content, documents and other information uploaded in the Symbid
Platform by Symbid Coöperatie UA;
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Symbid OpCo Content
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any
content, documents and other information uploaded in the Symbid
Platform by a Sublicensee;
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Symbid IP
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any
Intellectual Property Rights owned by Symbid Foundation, including
but not limited to the Intellectual Property Rights listed in Annex
A;
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Symbid Know-How
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all
information and techniques of any kind whatsoever that are
associated with the Symbid IP in any way whatsoever, including any
such information and techniques already in the public domain and
including (i) the operation of any process, (ii) the manufacture,
design or development of any product, (iii) any production
technique or the provision of any service (iv) quality control,
testing and certification and (v) research and development, owned
by Symbid Foundation, including but not limited to any
information and techniques listed in Annex A;
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Symbid Platform
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The
online crowdfunding platform;
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Territory
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world-wide
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1.2
In this Agreement,
unless specified otherwise:
a.
the singular
includes the plural and vice versa, and each gender includes the
other gender;
b.
a heading to an
article or annex is for convenience only and does not affect in any
way the interpretation thereof;
c.
the annexes and any
other attachments to this Agreement form an integral part of this
Agreement and have the same force and effect as if expressly set
out in the body of this Agreement and any reference to this
Agreement includes the annexes and any other attachments to this
Agreement; and
d.
the word
“including” means “including, without
limitation”.
Subject to the
terms of this Agreement, Symbid Foundation hereby grants with
retro-active effect as of November 1, 2016 to Symbid
Coöperatie UA a perpetual, royalty-free license, including the
right to grant sublicenses pursuant to article 3 hereof, to use the
Symbid IP and the Symbid Know-How (i) to use the Symbid Platform to
conduct the Business in the Territory and (ii) to further develop
and maintain the Symbid Platform.
5
2.2
For the avoidance
of doubt, the Parties agree that upon the transfer to Symbid
Foundation of the Future Symbid IP and any Future Symbid Know-How
pursuant to article 4.2, such Future
Symbid IP and any Future Symbid Know-How shall be deemed included
in the Symbid IP and Symbid Know-How licensed to Symbid
Coöperatie UA pursuant to the license specified in article
2.1.
2.3
Symbid
Coöperatie UA shall ensure, and shall procure that the
Affiliates shall ensure, that the use of the Symbid IP and Symbid
Know-How by Symbid Coöperatie UA and the Affiliates shall be
in compliance with applicable law in the parts of the Territory in
which the Symbid IP and Symbid Know-How are used.
3.2
Any sublicense
granted by Symbid Coöperatie UA to an Affiliate shall only be
granted using a sublicense agreement template approved in writing
by Symbid Foundation. Any Sublicense Agreement shall include an
obligation for the Affiliate to transfer all rights to any
intellectual property rights and know-how relating to the Symbid
Platform created by it to Symbid Coöperatie UA.
4.1
Symbid
Coöperatie UA acknowledges that all Intellectual Property
Rights and other rights in the Symbid IP and the Symbid Know-How
shall remain with Symbid Foundation. Nothing in this Agreement can
be construed as a transfer of Intellectual Property Rights or other
rights by Symbid Foundation to Symbid Coöperatie
UA.
Symbid
Coöperatie UA hereby sells, transfers, assigns and delivers in
advance (bij voorbaat) to
Symbid Foundation, and Symbid Foundation hereby purchases, accepts
transfer, assignment and delivery in advance (bij voorbaat) of, all rights, title and
interest in the Future Symbid IP and the Future Symbid Know-How,
including any Future Symbid IP and Future Symbid Know-How
transferred to Symbid Coöperatie UA by the Sublicensees
pursuant to any Sublicense Agreement.
4.3
Symbid
Coöperatie UA and Symbid Foundation agree and confirm that as
consideration for the sale and assignment of the Future Symbid IP
and Future Symbid Know-How to Symbid Foundation, that such Future
Symbid IP and Future Symbid Know-How shall be deemed included in
the Symbid IP and Symbid Know-How licensed to Symbid
Coöperatie UA pursuant to article 2.1.
Symbid
Coöperatie UA shall within one (1) month after the end of
each calendar year
provide a detailed written overview of all Future Symbid IP and the
Future Symbid Know-How transferred to Symbid Foundation in
such calendar year. The
absence of such overview shall not affect any transfer of Future
Symbid IP and the Future Symbid Know-How pursuant to article
4.2.
6
4.5
Insofar as
necessary, Symbid Coöperatie UA and Symbid Foundation shall
provide all assistance necessary and shall commit all acts and sign
and execute all documents necessary to complete or perfect the
sale, transfer, assignment and delivery of the Future Symbid IP and
the Future Symbid Know-How, upon first written request of the other
Party. Each Party hereby grants a power-of-attorney to the other
Party to commit such acts and sign and execute such documents on
its behalf in the event a Party refuses or is unable to do
so.
4.6
Symbid
Coöperatie UA hereby grants Symbid Foundation a
power-of-attorney to have the sale, transfer, assignment and
delivery of the Future Symbid IP recorded in the appropriate
intellectual property registers.
4.7
Symbid
Coöperatie UA shall pay any costs relating to the maintenance
or renewal of the Symbid IP and the Future Symbid IP, and shall at
the request of Symbid Foundation reimburse Symbid Foundation for
any such costs paid by Symbid Foundation.
4.8
Symbid
Coöperatie UA shall pay any costs relating to the recordal of
the assignment and transfer of the Future Symbid IP in the
appropriate intellectual property registers, and shall at the
request of Symbid Foundation reimburse Symbid Foundation for any
such costs paid by Symbid Foundation.
4.9
In addition to the
transfer, assignment and delivery or all rights, title and interest
in the Future Symbid Know-How by Symbid Coöperatie UA to
Symbid Foundation pursuant to article 4.2, Symbid Coöperatie UA shall within
two (2) weeks after providing the overview specified in article
4.4 provide to Symbid Foundation one
or more appropriate physical or digital carriers containing the
Future Symbid Know-How, the ownership rights to which carriers
shall transfer to Symbid Foundation in accordance with article
4.2.
Any Symbid Content
existing at the date of this Agreement and created during the term
of this Agreement shall be owned by Symbid Foundation. The
ownership rights to any such Symbid OpCo Content shall be deemed
assigned and transferred by Symbid OpCo to Symbid Coöperatie
UA in accordance with the transfer mechanism set out in article
4.
5.2
Any Symbid Content
assigned and transferred by Symbid Coöperatie UA to Symbid
Foundation pursuant to article 5.1
shall be licensed by Symbid Foundation to Symbid Coöperatie UA
in accordance with the license terms specified in article
2.
6.1
This Agreement
shall be effective as the Effective Date, and shall be in effect
for an indefinite period of time.
7
6.2
Symbid Foundation
is entitled to terminate this Agreement forthwith in writing in any
of the following events:
a.
a request is made
or a petition is filed for Symbid Coöperatie UA’s
bankruptcy, Symbid Coöperatie UA is declared bankrupt, Symbid
Coöperatie UA is granted a suspension of payments or becomes
subject or other insolvency proceedings;
b.
Symbid
Coöperatie UA is dissolved, liquidates its business or
otherwise terminates or suspends its business
activities;
c.
Symbid
Coöperatie UA acts in breach of this Agreement and such breach
has not been cured within sixty (60) days after a written notice of
default.
6.3
Neither Party shall
be liable to the other Party for any damages resulting from lawful
termination of this Agreement.
6.4
The termination or
rescission of this Agreement for any reason shall not in any way
affect the validity of the transfers of any Intellectual Property
Rights or other rights by Symbid Coöperatie UA to Symbid
Foundation pursuant to this Agreement.
7.1
Each Party’s
liability under this Agreement will be limited to compensation for
direct damages caused by such Party, to a maximum of the total
amount of one hundred thousand Euro (EUR 100.000,=) per event. In no event will the
total compensation for direct damages amount to more than one
hundred thousand Euro (EUR 100.000,=).
7.2
A Party’s
total liability for damage as a result of death or injury will in
any event not amount to more than the amount per event covered
under its liability insurance policy, whereby a series of related
events will be regarded as one event.
7.3
Neither Party shall
be liable for indirect damages, including consequential damages,
such as loss of income, savings not realized, loss due to
interruption of operations and loss and costs incurred due to the
loss of data.
8.1
Any Intellectual
Property Rights or other rights licensed pursuant to this Agreement
shall be licensed on an "as is" basis, without any warranties
granted by the licensing Party.
8.2
Any Intellectual
Property Rights or other rights transferred pursuant to this
Agreement shall be transferred on an "as is" basis, without any
warranties being granted by the transferring Party.
8.3
Symbid Foundation
shall use its commercially reasonable efforts to maintain any
Intellectual Property Rights included in the Symbid Foundation
Technology.
9.1
Each Party will
notify the other Party of any:
a.
actual, threatened
or suspected infringement of any of the Symbid IP and/or the Symbid
Know-How;
b.
proceedings
commenced against Symbid Foundation or Symbid Coöperatie UA or
any of its Affiliates in which the validity or ownership of any of
the Symbid IP and/or the Symbid Know-How is disputed;
and
8
c.
actual, threatened
or suspected breach of confidentiality relating to the Symbid IP
and/or the Symbid Know-How,
as soon
as reasonably practicable after it becomes aware of such matters.
The parties will meet reasonably promptly following notification of
any matter under this article 9 to decide (i) what action, if any,
should be taken by Symbid Foundation and Symbid Coöperatie UA
in respect of the relevant infringement or breach, and (ii) the
division of the costs relating to such action between Symbid
Coöperatie UA and Symbid Foundation.
9.2
Symbid
Coöperatie UA shall assist Symbid Foundation at its request in
taking all steps necessary to defend Symbid Foundation’s
rights in the Symbid IP and/or the Symbid Know-How in the
Territory.
Symbid
Coöperatie UA shall, upon written request of Symbid Foundation
and at Symbid Foundation´s expense, defend or settle any
action, administrative suit or any other proceeding or threatened
suit, claim or action to which Symbid Coöperatie UA is a Party
and which concerns the Symbid IP and/or the Symbid Know-How. Symbid
Coöperatie UA shall not settle any such action, suit or
proceeding without Symbid Foundation’s written
consent.
9.4
Notwithstanding
article 9.3, Symbid Foundation shall
at all times be entitled to take such action, legal or otherwise,
as it may deem necessary or expedient to protect its ownership
interests in the Symbid IP and/or the Symbid Know-How. Symbid
Foundation shall inform and consult with Symbid Coöperatie UA
when taking such action.
Neither Party shall
be liable for any delay in, or failure of, performance hereunder
due to any contingency reasonably beyond its control, rendering
performance commercially unreasonable including, but not limited
to, an act of God, war (declared or undeclared), terrorist acts,
mobilization, riot, fire, flood, unavailability of transportation,
goods or services, transportation embargoes or delays, or
breakdowns in machinery or equipment, governmental restrictions or
actions (“‘Force
Majeure Event”); provided, however, that (i) strikes,
labour disputes, shortages, or failure or delays of energy,
materials, supplies or equipment, shall not constitute a Force
Majeure event and (ii) the Party affected shall exert its
reasonable best efforts to eliminate or cure or overcome any of
such causes and to resume performance of its
covenants.
10.2
During the
occurrence of a Force Majeure Event, the non-performing Party will
be excused from any further performance or observance of the
obligation(s) so affected for as long as such circumstances prevail
and such Party continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever
extent possible without delay. Any Party so delayed in its
performance will immediately notify the other by telephone (to be
confirmed in writing within five days of the inception of such
delay) and describe at a reasonable level of detail the
circumstances causing such delay. If, as a result of a Force
Majeure Event, the performance of the affected Party’s
obligations under this Agreement is only partially affected, such
Party shall nevertheless remain liable for the performance of its
obligations not affected by the Force Majeure Event.
9
10.3
If any Force
Majeure Event substantially prevents, hinders, or delays the
performance of a material obligation of a Party under this
Agreement for more than ninety (90) consecutive days, the other
Party may terminate this Agreement without incurring any
liability.
11.1
Each Party agrees
not to disclose any confidential or proprietary information of the
other Party made available under this Agreement or in connection
with this Agreement except as authorized in writing by the other
Party, and shall require its directors and employees to keep such
information confidential. Information shall in any event be
considered confidential if so designated in writing by either of
the Parties.
11.2
Each Party shall
immediately, upon termination of this Agreement, surrender to the
other Party, or certify that it has destroyed, all of the other
Party's confidential or proprietary material.
11.3
The obligation to
keep information confidential shall survive the termination of this
Agreement for a period of five (5) years.
11.4
A Party shall be
entitled to disclose confidential information to a third party if
and to the extent:
a.
required by the law
of any relevant jurisdiction;
b.
required by any
securities exchange or by any regulatory or governmental body with
jurisdiction over the Party;
c.
the information was
independently developed by a Party without making use of the
confidential information of the other Party;
d.
the information has
become generally available to the public through no act or omission
of the receiving Party;
e.
prior written
consent to the disclosure has been given by the other Party;
or
f.
required to enable
a Party to enforce its rights or remedies under this Agreement, but
any such information shall only be disclosed, where practicable and
legally permitted, after consultation with the other
Party.
12.1
All communications,
notices and disclosures required or permitted by this Agreement
shall be in writing and shall be sent by registered mail, by
courier, by facsimile transmission or by e-mail to the following
addresses unless and until a Party notifies the other Party in
accordance with this Clause 12.1 of another address in the
Netherlands.
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If to
Symbid Coöperatie UA:
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If to
Symbid Foundation:
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Symbid
Coöperatie UA
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Stichting
Symbid IP Foundation
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Xxxxxxxxxxxxx
00
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Xxxxxxxxxxxxx
00
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3029 AK
Rotterdam
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3029 AK
Rotterdam
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The
Netherlands
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The
Netherlands
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Attn:
Board of Directors
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Attn:
Board
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10
12.2
The rights and
obligations of a Party under this Agreement cannot be assigned or
transferred except with the prior written approval of the other
Party.
12.3
Unless provided
otherwise in this Agreement, the Parties shall each pay their own
costs, charges and expenses in relation to this
Agreement.
12.4
This Agreement
constitutes the entire agreement and understanding of the Parties
with respect to its subject matter and replaces and supersedes all
prior agreements, arrangements, undertakings or statements
regarding such subject matter.
12.5
Any variation of
this Agreement is not valid unless and until it is in writing and
has been signed by or on behalf of the Parties.
12.6
If a provision of
this Agreement is or becomes invalid or non-binding, the Parties
shall remain bound to the remaining provisions. In that event, the
Parties shall replace the invalid or non-binding provision by
provisions that are valid and binding and that have, to the
greatest extent possible, a similar effect as the invalid or
non-binding provision, given the contents and purpose of this
Agreement.
12.7
A single or partial
exercise of any right or remedy under this Agreement by Symbid
shall not preclude any other or further exercise of that right or
remedy or the exercise of any other right or remedy. A waiver of
any breach of this Agreement by Symbid shall not be deemed to be a
waiver of any subsequent breach.
13.1
This Agreement is
governed by and shall be construed in accordance with the laws of
the Netherlands.
13.2
Any dispute arising
out of or in connection with this Agreement shall be submitted
xclusively to the competent courts in Rotterdam, the Netherlands,
notwithstanding the right of appeal.
- signature page to follow -
11
In
witness whereof, agreed upon and signed in two (2) counterparts
by:
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Symbid Coöperatie UA
/s/ Maarten Xxxxxxxxx
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Symbid Coöperatie UA
/s/ Xxxxx Xxxxxxxxx
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By:
Maarten Xxxxxxxxx
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By:
Xxxxx Xxxxxxxxx
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Position:
Board member
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Position:
Board member
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Stichting Symbid IP Foundation
/s/ Xxxxx Xxxxxxxxx
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By:
Gastropoda Equus B.V.
By:
Xxxxx Xxxxxxxxx
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Position:
Board member
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Stichting Symbid IP Foundation
/s/ Korstiaan Zandvliet
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By:
Arena Amnis B.V.
By:
Korstiaan Zandvliet
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Position:
Board member
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12
Annex A – Symbid IP and Symbid Know-How
1.
Symbid Intellectual
Property of software platform. A copy of the current software has
been provided on a USB-stick to Symbid Foundation as of the date of
signing.
2.
The documents A
copy of the Dropbox folders containing (i) the operation of any
process, (ii) the manufacture, design or development of any
product, (iii) any production technique or the provision of any
service (iv) quality control, testing and certification and (v)
research and development, owned by Symbid at the Effective Date,
have been provided to Symbid Foundation at signing.
3.
The trademark
registration.
-Symbid
BV_Logo registration
-Symbid
BV_Word xxxx registration
4.
The following
domain name registrations.
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xxxxxxxxxxxxxxxxxx.xxx
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1 jaar 13-08 2013
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xxxxxxxxxxxxxxxxxx.xx
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1 jaar 10-08 2013
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xxxxxxxxxxxx.xx
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5 jaar 24-07 2018
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xxxxxxxxxxxxxxxxxxxxxxx.xxx
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1 jaar 05-05 2014
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xxxxxxxxxxxxxxxxxx.xxx
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1 jaar 14-07 2014
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xxxxxx.xxx
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5 jaar 07-09 2017
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xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
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1 jaar 18-09 2013
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xxxxxxxxxxxx.xx
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1 jaar 29-07 2014
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xxxxxxxxxxxxxxxxxxxxx.xx
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1 jaar 29-07 2014
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xxxxxxxxxxxxxxxxxxxxx.xxx
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1 jaar 29-07 2014
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xxxxxxxxxxxxxxxxxxxxx.xx
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0 xxxx 00-00 0000
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xxxxxxxxxxxxxxxxxxxxx.xx
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1 jaar 29-07 2014
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xxxxxxxxxxxxxxxxxxxxxxxx.xx
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1 jaar 18-09 2013
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xxxxxxxxxxxx.xx
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1 jaar 05-05 2014
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xxxxxxxxx0xxxxxxxx.xxx
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1 jaar 20-11 2013
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xxxxxxxxxxxxxxxxxxxx.xxx
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1 jaar 20-11 2013
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xxxxxxxxxxxxx.xxx
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1 jaar 20-11 2013
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xxxxxx.xx
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1 jaar 15-12 2013
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xxxxxxxxxxxxx.xx
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5 jaar 05-05 2016
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xxxxxx.xx
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1 jaar 19-12 2013
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xxxxxx.xx
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1 jaar 23-05 2014
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xxxxxx.xx
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5 jaar 20-03 2020
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xxxxxx.xx
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1 jaar 20-03 2014
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xxxxxx.xx
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1 jaar 12-06 2014
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xxxxxx.xx
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1 jaar 22-05 2014
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xxxxxx.xx
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1 jaar 30-05 2014
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xxxxxx.xx
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1 jaar 23-01 2014
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xxxxxx.xxx
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1 jaar 03-09 2013
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xxxxxx.xx
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1 jaar 13-12 2013
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13
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xxxxxx.xx
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1 jaar 08-06 2014
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xxxxxxxxxxxx.xxx
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1 jaar 20-11 2013
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xxxxxxxxxxxx.xx
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1 jaar 20-11 2013
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xxxxxxxxxx.xxx
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5 jaar 21-11 2016
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xxxxxxxxxxxxxx.xxx
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1 jaar 20-11 2013
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xxxxxxxxxxxxxx.xx
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1 jaar 20-11 2013
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xxxxxx.xxx
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1 jaar 20-12 2013
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14
